Phoenix New Media Ltd SEC Filings

Phoenix New Media Limited announced significant leadership changes. The Board appointed Wei Xu as a director and elected him Chairman of the Board and Chairman of the Corporate Governance and Nominating Committee, effective immediately. The Board also appointed existing director Qi Li as chief executive officer and a member of that committee.

Former Chairman and CEO Yusheng Sun resigned from those positions and from his committee roles for personal reasons but will remain a director. Ka Keung Yeung resigned as a director and committee member, also citing personal reasons. The Company continues to describe itself as a leading new media platform in China across PC and mobile channels.

Phoenix New Media Limited reported unaudited results for the first quarter of 2026, showing strong revenue growth and narrower losses while remaining unprofitable. Total revenues rose 21.6% to RMB188.8 million (US$27.4 million), driven mainly by an 83.0% jump in paid services to RMB63.5 million.

Digital reading services offered through mini-programs fueled a 92.0% increase in paid content revenues to RMB59.9 million, while net advertising revenues grew 4.0% to RMB125.3 million. Cost of revenues fell 5.1% to RMB87.8 million, lifting gross profit 61.1% to RMB101.0 million and gross margin to 53.5% from 40.4%.

Total operating expenses increased 29.5% to RMB130.9 million, mainly from higher sales and marketing for digital reading, but loss from operations narrowed to RMB29.9 million, with operating margin improving to negative 15.8% from negative 24.7%. Net loss attributable to Phoenix New Media Limited decreased to RMB16.8 million (net margin negative 8.9%), and non-GAAP net loss narrowed to RMB22.2 million with non-GAAP net margin at negative 11.7%.

As of March 31, 2026, the Company held RMB955.8 million (US$138.6 million) in cash, term deposits, short-term investments and restricted cash, and had 576,517,237 ordinary shares outstanding, equivalent to 12,010,776 ADSs. For the second quarter of 2026, management expects total revenues between RMB195.7 million and RMB210.7 million, including net advertising revenues of RMB141.8–151.8 million and paid services revenues of RMB53.9–58.9 million.

Phoenix New Media Limited, a Cayman Islands holding company listed on the NYSE as ADSs under “FENG,” filed its 2025 annual report on Form 20-F. The business is conducted mainly in China through PRC subsidiaries and variable interest entities (VIEs) because foreign investment is restricted in key internet sectors.

Revenue generated by the VIEs and their subsidiaries contributed 43.4%, 47.9% and 50.7% of total revenues in 2023, 2024 and 2025, highlighting reliance on contractual arrangements rather than equity ownership. Consolidated revenue was RMB692.0 million in 2023, RMB703.7 million in 2024 and RMB765.6 million in 2025, with advertising providing around four-fifths of 2025 revenue.

The company reported a small 2025 net profit attributable to Phoenix New Media of RMB0.3 million, compared with net losses of RMB102.5 million in 2023 and RMB53.6 million in 2024. As of December 31, 2025, it had RMB537.5 million in cash and cash equivalents and RMB1.65 billion in total assets.

The filing emphasizes extensive risks tied to its VIE structure, PRC regulatory uncertainties, cybersecurity and data rules, taxation, capital controls, and potential trading prohibitions under the Holding Foreign Companies Accountable Act if U.S. regulators again lose full access to inspect its auditor.

Phoenix New Media Ltd disclosed the derivative equity holdings of its Chief Financial Officer, Edward J. Lu, in a Form 3. He holds options to buy 1,690,000 Class A Ordinary Shares at an exercise price of $0.4836 expiring on July 4, 2029, and options to buy 580,000 Class A Ordinary Shares at $0.1925 expiring on July 19, 2030. The footnotes state these options vest in equal annual installments over four years starting on July 5, 2020 and July 20, 2021, respectively.

Phoenix New Media Ltd reported that Li Qi LQ is a director of the company in a Form 3 initial statement of beneficial ownership. The filing does not list any buy, sell, or other insider transactions and serves mainly to formally register this person's insider status as a director.

Phoenix New Media Ltd senior vice president Liu Chun filed an initial ownership report showing existing stock option holdings. The filing lists options to buy 2,330,000 Class A ordinary shares at an exercise price of $0.4836 per share expiring on July 4, 2029, and options to buy 290,000 Class A ordinary shares at $0.1925 per share expiring on July 19, 2030. According to the footnotes, each option grant vests in equal annual installments over four years starting on the first anniversary of its grant date. The report does not reflect new open‑market purchases or sales but documents derivative positions already awarded as compensation.

Phoenix New Media Ltd director and Senior Vice President Chi Xiaoyan filed an initial Form 3 showing existing stock option awards, rather than new trades. The filing lists four option grants over Class A Ordinary Shares, with exercise prices between $0.1925 and $0.4836 per share and expirations from 2026 through 2030. Footnotes explain that each grant vests in equal annual installments over four years starting one year after the grant date.

Phoenix New Media Ltd director and Chief Executive Officer Sun Yusheng filed an initial Form 3, which is a statement of beneficial ownership for insiders. This filing lists the insider as a reporting person but shows no reported transactions or derivative positions in the data provided.

Phoenix New Media Ltd director Yeung Ka Keung has filed an insider ownership report on the company’s ordinary shares. This Form 3 filing lists no transactions, meaning there are no reported recent purchases, sales, or derivative exercises by the reporting person in this document.